Teladoc, Inc. (NYSE:TDOC) entered into definitive agreement to acquire Best Doctors, Inc. form BBH Capital Partners IV, LP, BBH Capital Partners and other shareholders for $440 million on June 19, 2017. Teladoc and Best Doctors had earlier signed a confidentiality agreement on March 7, 2017. Under the terms of the definitive agreement, the purchase consideration consists of $375 million cash and $65 million of Teladoc common stock. If the number of total Teladoc shares is greater than 2.39 million, Teladoc may elect in its sole discretion, by written notice to Best Doctors, in lieu of issuing shares of Teladoc stock as consideration in the merger, to pay as additional consideration in the merger an amount in cash equal to $65 million. As part of consideration, Teladoc will also pay for the debt of Best Doctors. Teladoc will deposit $1 million in the escrow account at closing for certain adjustments and will deposit $2.2 million in the escrow account at closing for certain indemnification claims and will also deposit an amount as special escrow amount at closing. Prior to the closing date, Teladoc and Best Doctors shall use their reasonable best efforts to assign Best Doctors right to receive certain earn out payment. The cash consideration is subject to a customary adjustment. On completion, Best Doctors will operate as a wholly owned subsidiary of Teladoc. Teladoc, Inc. has secured committed debt financing from Jefferies Finance LLC and Jefferies Group LLC for $360 million, consisting of the drawing of senior secured term loans under a senior secured term loan facility of the company in an aggregate principal amount of $150 million; commitments under a senior secured revolving credit facility of the company in an aggregate principal amount of $10 million and the issuance and sale of senior unsecured notes yielding gross proceeds of $200 million, which combined with Teladoc cash on hand, will fund the entire cash portion of the transaction. Teladoc intends to offer $200 million aggregate principal amount of convertible senior notes due 2022 in a private offering to qualified institutional buyers, whose proceeds will be used to finance a portion of the cash consideration. On June 22, 2017, Teladoc increased the value of the convertible senior notes to $240 million from $200 million. On June 27, 2017, Teladoc announced that it had issued $275 million aggregate principal amount of 3.00% Convertible Senior Notes due 2022 in connection with the proposed acquisition of Best Doctors. The deal is subject to regulatory approvals, Hart-Scott-Rodino Act approval, resignation of officers or Directors of Best Doctors, execution of escrow agreement and customary closing conditions. The transaction does not require approval of Teladoc stockholders and is not subject to any financing contingency. The Boards of Best Doctors and Teladoc have approved the transaction. On June 30, 2017, the Federal Trade Commission granted an early termination notice regarding the transaction. The deal is expected to close by the end of July 2017. Keith W. Anderson, Matt O'Donnell, Anthony Nanne and Justin Lee of Piper Jaffray & Co. and Jefferies LLC acted as financial advisors to Teladoc, Inc. Steven Stokdyk, Caitlin O'Brien, Brian Ahn, Jason Kass, Marc Jaffe, Rachel Sheridan, Brandon Bortner, Chris Clark, Tristan Colyar, Scott Gottdiener, Scott Forchheimer, Jennifer Kent, Sam Weiner, Brian Rogers, David Della Rocca, Matthew Conway, Nikhil Kumar, Peter Rosen and Drew Levin of Latham & Watkins LLP acted as legal advisor for Teladoc, Inc. Steve Tole, Karl Palasz, Bryan Doherty, Carl Hardie and Frankie Beardslee of William Blair & Company, L.L.C. acted as exclusive financial advisor and Jane D. Goldstein, Sunil William Savkar, Eric M. Elfman, Jennifer A. Rikoski, Peter L. Welsh, William Michener and Benjamin J. Dionne of Ropes & Gray LLP acted as legal advisors for Best Doctors, Inc. Maura Siefring of GCI Health represented Teladoc. American Stock Transfer & Trust Company acted as paying agent for Teladoc. American Stock Transfer & Trust Company acted as escrow agent in the transaction. Teladoc, Inc. (NYSE:TDOC) completed the acquisition of Best Doctors, Inc. form BBH Capital Partners IV, LP, BBH Capital Partners and other shareholders on July 14, 2017. In connection with the transaction, Teladoc granted to six employees of Best Doctors, and one new employee of Teladoc, stock option awards covering an aggregate 0.4 million shares of Teladoc common stock and restricted stock unit awards covering 0.19 million shares of Teladoc common stock. The stock option awards each have an exercise price of $35.45. These awards include a grant to Peter McClennen of a stock option award covering 0.12 million shares of Teladoc common stock and a restricted stock unit award covering 0.06 million shares of Teladoc common stock. The other recipients of these equity awards are Lewis Levy, John McLean, Kelly Bliss, Suzanne Leary, David Harrison and David Schloss. These equity awards will generally vest based on continued service to Teladoc over the four years following the date of grant, except for Peter McClennen's awards, which vest in two equal annual installments following the date of grant. The stock option and restricted stock unit awards were approved by the Compensation Committee of the Board of Directors of Teladoc and were granted under the Teladoc, Inc. 2017 Employment Inducement Incentive Award Plan as employment inducement awards pursuant to NYSE rules.